Zoompart Accession Clause Samples
The Zoompart Accession clause defines the terms under which additional parties may join an existing agreement or arrangement, typically after the original contract has been executed. In practice, this clause outlines the process for new participants to formally accede to the contract, often requiring them to sign an accession agreement or deed and comply with the obligations of the original parties. Its core function is to provide a clear and standardized mechanism for expanding the scope of the agreement to include new members, thereby ensuring consistency and legal certainty as the group of parties grows.
Zoompart Accession. Notwithstanding any other provision of this Agreement, if at any time prior to the Maturity Date, either (i) the Zoompart Succession occurs or (ii) Zoompart enters into a firm commitment underwriting agreement with an independent underwriter for the sale of shares, or other securities evidencing shares, of its capital stock (the “Zoompart Stock”) on any regulated market (such transaction, the “IPO” and such date, the “IPO Date”), then, on the Zoompart Succession Date or the IPO Date, as applicable, the Borrower shall automatically assign to Zoompart, and Zoompart shall automatically assume, all of the Borrower’s rights and obligations hereunder (including, for the avoidance of doubt, those set forth in Section 2.09 herein), and the Borrower shall be automatically released from its obligations to the Lender hereunder (the “Zoompart Accession”), it being understood that upon the occurrence of the Zoompart Accession, Zoompart shall have a debt owing to the Lender, and the Borrower shall have a debt owing to Zoompart, in each case equal to the principal amount of the Loan then outstanding plus interest accrued thereon. The Lender hereby expressly connects to the Zoompart Accession.
(i) After the Zoompart Accession (regardless of whether the Zoompart Accession has occurred as a result of the IPO or not), on the date on which shares of the Zoompart Stock are delivered to the underwriters for the IPO (the “IPO Settlement Date”), Zoompart shall deliver to the Lender shares of the Zoompart Stock in liens of payment of the principal amount of the Loan then outstanding plus interest accrued therein whether or not then due and payable:
(ii) The number of shares of Zoompart Stock to be delivered to the Lender shall be equal to (x) the principal amount of the Loan outstanding as of the IPO Date, plus interest accrued thereon, divided by (y) the net purchase price per share of the Zoompart Stock paid to Zoompart by the underwriters for the IPO (the “IPO Price”).
(iii) Zoompart shall obtain all corporate authorizations and approvals and all authorizations and approvals of, and take all other actions required to be taken by, any applicable governmental authority or regulatory body and shall give all notices to, and make all filings with, any such governmental authority or regulatory body, that may be required in connection with the delivery of any Zoompart Stock hereunder.
(iv) Zoompart shall not be required to deliver fractional shares hereunder, although it may do so in ...
Zoompart Accession. Notwithstanding any other provision of this Agreement, if at any time prior to the Maturity Date, either (i) the Zoompart Succession occurs or (ii) Zoompart enters into a firm commitment underwriting agreement with an independent underwriter for the sale of shares, or other securities evidencing shares, of its capital stock (the “Zoompart Stock”) on any regulated market (such transaction, the